SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (this
“Agreement”), dated as of May __, 2008, by and between SOGUA (BVI) LIMITED (the
“Company”) and PRIVATE CAPITAL GROUP (BVI) LIMITED (the “Lender”).

    


    WHEREAS,
      the
      Lender desires to purchase and the Company desires to issue and sell, upon
      the
      terms and conditions set forth in this Agreement a $300,000.00 US aggregate
      principal amount note (the “Note”), in the form attached hereto as Exhibit “A”
for an aggregate purchase price of US$300,000.00, and the Lender wishes to
      purchase the Note upon the terms and conditions stated in this Agreement;
      and

     

    WHEREAS,
      contemporaneous
      with the execution and delivery of this Agreement, the Company is issuing the
      Lender warrants (the “Warrants”) to purchase approximately four percent (4%) of
      the Company’s outstanding capital stock equal to approximately 208,333 shares as
      of the date hereof.

     

    WHEREAS,
      the
      Note
      and the Warrants are collectively sometimes referred to herein as the
“Transaction Documents”.

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the sufficiency and receipt of which have
      likely acknowledged the Company and the Lender hereby agree as
      follows:

     

    1. PURCHASE
      AND SALE OF THE NOTE.

     

    a. Purchase
      of the Note. Subject to the terms and conditions of this Agreement, on the
      Closing Date (as defined below), the Company shall issue and sell to the Lender
      and the Lender agrees to purchase from the Company, the Note.

     

    b. Form
      of
      Payment. On the Closing Date, (i)
      the
      Lender shall pay to the Company Three Hundred Thousand Dollar ($300,000.00
      US)
      (the “Purchase Price”) for the Note to be issued and sold to it at the Closing
      (as defined below), and (ii)
      the
      Company shall deliver such Note to the Lender, against delivery of such Purchase
      Price.

     

    2. CLOSING
      DATE. The date and time of the issuance and sale of the Notes pursuant to
      Section 1 of this Agreement (the “Closing Date”) shall be simultaneous with the
      execution and delivery of this Agreement by the parties, or such other mutually
      agreed upon time. The closing of the transactions contemplated by Section 1
      of
      this Agreement (the “Closing”) shall occur on the Closing Date at such location
      as may be agreed to by the parties.

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY. The Company represents and warrants to the Lender
      that:

     

    a. Corporate
      Existence. The Company is duly incorporated, validly existing and in good
      standing under the laws of the British Virgin Islands and has unconditional
      power and authority to conduct its business and own its properties as now,
      and
      proposed to be, conducted and owned. The Company is qualified to do business
      in
      all jurisdictions in which the nature of its properties and business requires
      qualification and in which noncompliance would materially affect the Company’s
      business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b. Power
      and
      Authority. The Company has unconditional power and authority, and has taken
      all
      required corporate and other action necessary (including stockholder approval,
      if necessary) to permit it to own and hold properties, to carry on its current
      business, to execute and deliver this Agreement, to issue and sell the Note
      and
      otherwise to carry out the terms of this Agreement and all other documents,
      instruments, or transactions required by this Agreement, and none of such
      actions will violate any of the Company’s Bylaws or Certificate of
      Incorporation, or result in the breach of or constitute a default under any
      contract to which the Company is a party or by which it is bound or result
      in
      the creation or imposition of any material lien, claim or encumbrance on any
      Company asset. The Company has duly executed and delivered this Agreement
      constituting the Company’s obligation, enforceable in accordance with its terms.
      No event has occurred and no condition exists which would constitute a violation
      of this Agreement. Neither this Agreement nor any Contract gives any person
      rights to terminate any agreements with the Company or otherwise to exercise
      rights against the Company.

     

    c. No
      Conflict. Neither the execution and delivery of this Agreement, its performance
      nor performance of any of the Contemplated Transactions will directly or
      indirectly (with or without notice or lapse of time): (i) conflict with or
      result in a violation of any provision, term or requirement of the Company’s
      organizational documents (ii) give any Person the right to challenge or exercise
      any remedy or obtain any relief under any legal requirement or order to which
      the Company is subject; (iii) give any governmental body the right to revoke
      or
      modify any governmental authorization relating to the business or assets of
      the
      Company; (ii) require the Company, as a matter of law, rule, or contract or
      in
      order to avoid any material adverse effect, to give any notice to or obtain
      any
      consent from any Person.

     

    d. Brokers,
      etc. The Company has not dealt with any broker or finder in connection with
      the
      transactions contemplated herein and is under no obligation to pay any broker’s
      fee, finder’s fee or commission in connection therewith.

     

    e. No
      Conflicts.

     

    (i) The
      execution, delivery and performance of this Agreement and the Transaction
      Documents to which it is a party by the Company and the consummation by the
      Company of the transactions contemplated hereby will not (i) conflict with
      or
      result in a violation of any provision of the Certificate or the Bylaws, or
      (ii)
      violate or conflict with, or result in a breach of any provision of, or
      constitute a default (or an event which with notice or lapse of time or both
      could become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of, any agreement or instrument to
      which
      the Company is a party or is otherwise bound or is a beneficiary, or (iii)
      result in a violation of any law, rule, regulation, order, judgment or decree
      (including federal, state and foreign securities laws and regulations to which
      the Company is subject) applicable to the Company or by which the real Property
      or any property or asset of the Company is bound or affected.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (ii) The
      Company is not in violation of the Certificate, the Bylaws or other
      organizational documents and the Company has not taken any action or failed
      to
      take any action that would give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture or instrument to
      which
      the Company is a party or by which any property or assets of the Company is
      bound or affected.

     

    f. Absence
      of Litigation. There is no action, suit, claim, proceeding, inquiry or
      investigation before or by any court, public board, government agency,
      self-regulatory organization or body pending threatened against or affecting
      the
      Company that could have a material adverse effect on the rights of the Lender
      under this Agreement or the transactions contemplated hereby. 

     

    g. Disclosure.
      All information relating to or concerning the Company set forth in this
      Agreement or otherwise provided to the Lender in connection with the
      transactions contemplated hereby is true and correct in all material respects
      and neither the Company has not omitted to state any material fact necessary
      in
      order to make the statements made herein or therein, in light of the
      circumstances under which they were made, not misleading.

     

    h. Transaction
      Documents. The representations and warranties of the Company and as set forth
      in
      the Transaction Documents are incorporated herein by reference.

     

    i. Notice
      of
      Default or Event of Default. Promptly, and in any event within three (3)
      business days after the Company becomes aware of the existence of any Default
      or
      Event of Default or that any Person has given any notice or taken any action
      with respect to a claimed Default hereunder or that any Person has given notice
      or taken any action with respect to a claimed Default of the type referred
      to in
      Section 5(f), the Company shall deliver to each holder of the Notes a written
      notice specifying the nature and period of existence thereof and what action
      the
      Company is taking or proposes to take with respect thereto.

     

    4. Affirmative
      Covenants. The
      Company covenants that so long as the Note is outstanding:

     

    a. Security
      Interest. As
      an inducement for the Lender to purchase the Note and to secure the complete
      and
      timely payment, performance and discharge in full, as the case may be, of all
      of
      the obligations, the Company hereby, unconditionally and irrevocably, pledges,
      grants and hypothecates to the Lender, a continuing security interest in, a
      continuing first lien upon, an unqualified right to possession and disposition
      of and a right of set-off against, in each case to the fullest extent permitted
      by law, all of the Company’s right, title and interest of whatsoever kind and
      nature in and to the any and all of the assets, property, leaseholds or
      interests of any kind, wherever located (the “Collateral”). The
      Company shall do and perform, or cause to be done and performed, all such
      further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, to (i) vest in the Lender
      a
      first priority security interest in the Collateral and (ii) as the Lender may
      reasonably request, carry out the intent and accomplish the purposes of this
      Agreement and the Transaction Documents and the consummation of the transactions
      contemplated hereby.

     

    b. Board
      Representation. The Lender shall nominate one additional member to the Company’s
      Board of Directors. The number of which may not exceed six
      (6)
      members.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    c. Compliance
      with Law. The Company will comply with all laws, ordinances or governmental
      rules or regulations to which it is subject, and will obtain and maintain in
      effect all licenses, certificates, permits, franchises and other governmental
      authorizations necessary to the ownership of its properties or to the conduct
      of
      its business, in each case to the extent necessary to ensure that non-compliance
      with such laws, ordinances or governmental rules or regulations or failures
      to
      obtain or maintain in effect such licenses, certificates, permits, franchises
      and other governmental authorizations could not, individually or in the
      aggregate, reasonably be expected to be material.

     

    d. Payment
      of Taxes and Claims. The Company will file all income tax or similar tax returns
      required to be filed in any jurisdiction and to pay and discharge all taxes
      shown to be due and payable on such returns and all other taxes, assessments,
      governmental charges, or levies imposed on it or its properties, to the extent
      such taxes and assessments have become due and payable and before they have
      become delinquent and all claims for which sums have become due and payable
      that
      have or might become a Lien on properties or assets of the Company or any of
      its
      Subsidiaries.

     

    e. Existence,
      etc. The Company will at all times preserve and keep in full force and effect
      its existence as a limited liability company in good standing.

     

    f. Other
      Affirmative Covenants. The Company will comply with all affirmative covenants
      as
      set forth in the Transaction Documents as if set forth herein in their
      entirety.

     

    5. Events
      of
      Default. An “Event of Default” shall exist if any of the following conditions or
      events shall occur and be continuing:

     

    a. the
      Company defaults in the payment of any principal on the Note when the same
      becomes due and payable, whether at maturity or otherwise; or

     

    b. the
      Company defaults in the payment of any interest on the Note when the same
      becomes due and payable; or

     

    c. the
      Company defaults in the performance of or compliance with any term contained
      in
      Section 5 and such default has not been cured for ten (10) business days after
      the Holder delivers written notice to the Company of such default;
      or

     

    d. the
      Company defaults in the performance of or compliance with any term, agreement
      or
      covenant contained herein (other than those referred to in paragraphs (a),
      (b)
      and (c) of this Section 8) and such default is not remedied within ten (10)
      business days after the Holder delivers written notice to the Company of such
      default; or

     

    e. any
      representation or warranty made by or on behalf of the Company in this
      Agreement, any Transaction Document or in any writing furnished in connection
      with the transactions contemplated hereby or thereby proves to have been false
      or incorrect in any material respect on the date as of which made, and such
      condition has not been cured for ten (10) business days after the Holder
      delivers written notice to the Company of such default; or

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    f. (i)
      the
      Company is in default in the payment of any principal of or premium or
      make-whole amount or interest on any indebtedness that is outstanding beyond
      any
      period of grace provided with respect thereto, or (ii) the Company is in default
      in the performance of or compliance with any term of any evidence of any
      indebtedness that is outstanding or of any mortgage, indenture or other
      agreement relating thereto or any other condition exists, and as a consequence
      of such default or condition such indebtedness has become, or has been declared
      (or one or more Persons are entitled to declare such indebtedness to be), due
      and payable before its stated maturity or before its regularly scheduled dates
      of payment, or (iii) as a consequence of the occurrence or continuation of
      any
      event or condition, (A) the Company has become obligated to purchase or repay
      indebtedness before its regular maturity or before its regularly scheduled
      dates
      of payment, or (B) one or more Persons has the right to require the Company
      purchase or repay such indebtedness; or

     

    g. the
      Company (i) files, or consents by answer or otherwise to the filing against
      it
      or him of, a petition for relief or reorganization or arrangement or any other
      petition in bankruptcy, for liquidation or to take advantage of any bankruptcy,
      insolvency, reorganization, moratorium or other similar law of any jurisdiction,
      (ii) makes an assignment for the benefit of its or his creditors, (iii) consents
      to the appointment of a custodian, receiver, trustee or other officer with
      similar powers with respect to it or him or with respect to any substantial
      part
      of its or his property, (iv) is adjudicated as insolvent or to be liquidated,
      or
      (v) takes corporate action for the purpose of any of the foregoing;
      or

     

    h. a
      court
      or governmental authority of competent jurisdiction enters an order appointing
      a
      custodian, receiver, trustee or other officer with similar powers with respect
      to it or him or with respect to any substantial part of any of the Company’s
      property, or constituting an order for relief or approving a petition for relief
      or reorganization for any of them or any other petition in bankruptcy or to
      take
      advantage of any bankruptcy or insolvency law of any jurisdiction by the
      Company, or ordering the dissolution, winding-up or liquidation of the Company,
      or any such petition shall be filed against the Company and such petition shall
      not be dismissed within sixty (60) days; or

     

    i. a
      final
      judgment or judgments for the payment of money are rendered against the Company
      which judgments are not, within ten (10) days after entry thereof, bonded,
      discharged or stayed pending appeal, or are not discharged within ten (10)
      days
      after the expiration of such stay; or

     

    6. Remedies
      on Default, Etc.

     

    a. Acceleration.
      Upon the Note becoming due and payable under this Section 6(a), whether
      automatically or by declaration (a “Default”), such Notes will forthwith mature
      and the entire unpaid principal amount of such Notes, plus all accrued and
      unpaid interest thereon shall all be immediately due and payable, in each and
      every case without presentment, demand, protest or further notice, all of which
      are hereby waived.

     

    b. Other
      Remedies. If any Default or Event of Default has occurred and is continuing,
      and
      irrespective of whether Note have become or have been declared immediately
      due
      and payable under Section 7(a), the holder of Note at the time outstanding
      may
      proceed to protect and enforce the rights of such holder by an action at law,
      suit in equity or other appropriate proceeding, whether for the specific
      performance of any agreement contained herein the Note, or for an injunction
      against a violation of any of the terms hereof or thereof, or in aid of the
      exercise of any power granted hereby or thereby or by law or
      otherwise.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    c. No
      Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
      delay on the part of the Lender in exercising any right, power or remedy shall
      operate as a waiver thereof or otherwise prejudice such holder’s rights, powers
      or remedies. No right, power or remedy conferred by this Agreement or by the
      Note upon the Lender shall be exclusive of any other right, power or remedy
      referred to herein or therein or now or hereafter available at law, in equity,
      by statute or otherwise. Without limiting the obligations of the Company, the
      Company will pay to the Lender on demand such further amount as shall be
      sufficient to cover all costs and expenses of such holder incurred in any
      enforcement or collection, including, without limitation, reasonable attorneys’
fees, expenses and disbursements.

     

    7. Indemnification.

     

    a. Survival.
      All representations, warranties and covenants in this Agreement will survive
      the
      Closing. The right to indemnification, payment of Damages (as defined below)
      or
      other remedy based on such representations, warranties and covenants will not
      be
      affected by any investigation conducted with respect to, or any knowledge
      acquired (or capable of being acquired) at any time, whether before or after
      the
      execution and delivery of this Agreement or the Closing, with respect to the
      accuracy or inaccuracy of or compliance with, any such representation, warranty
      or covenant. The waiver of any condition based on the accuracy of any
      representation or warranty, or on the performance of or compliance with any
      covenant, shall not affect the right to indemnification, payment of Damages,
      or
      other remedy based on such representations, warranties and
      covenants.

     

    b. Indemnification.
      The Company shall, indemnify and hold harmless the Lender, its officers,
      directors and shareholders, and all Persons who control (as such term is defined
      under the Securities Act or the Exchange Act) the Lender or the Lender (each
      an
“Indemnified Party” and collectively the “Indemnified Parties”), and will pay to
      the Indemnified Parties the amount of, any loss, liability, claim, damage,
      expense, including costs of investigation and defense and reasonable attorneys’
fees, (collectively, “Damages”) arising, directly or indirectly, from or in
      connection with (i) any breach of any representation or warranty made by the
      Company in this Agreement, or any of the Transaction Documents, (ii) any breach
      by the Company of any covenant or obligation of the Company in this Agreement
      or
      any of the Transaction Documents.

     

    c. Procedure
      for Indemnification. If a claim is to be made against the Company (the
“Indemnifying Party”) under Section 8(b), the Indemnified Party shall give
      notice to such Indemnifying Party of such claim. In the event that the
      Indemnifying Party objects in writing to any claim for Damages, the Indemnified
      Party and the Indemnifying Party shall attempt in good faith to resolve the
      dispute. The remedies provided in this Section 7 will not be exclusive of or
      limit any other remedies that may be available to the Lender. When determining
      Damages under this Section 8.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    8. Amendment
      and Waiver.

     

    a. Requirements.
      This Agreement and each of the Transaction Documents may be amended, and the
      observance of any term hereof or thereof may be waived (either retroactively
      or
      prospectively), with (and only with) the written consent of the holders of
      a
      majority of the then-outstanding principal amount of the Notes and the
      respective parties thereto.

     

    b. Binding
      Effect, etc. No such amendment or waiver will extend to or affect any
      obligation, covenant, agreement, Default or Event of Default not expressly
      amended or waived or impair any right consequent thereon. No course of dealing
      between the Company and the Lender nor any delay in exercising any rights
      hereunder or under the Note shall operate as a waiver of the Lender. As used
      herein, the term “this Agreement” or “the Agreement” and references thereto
      shall mean this Agreement as it may from time to time be amended or
      supplemented.

     

    9. Expenses.

     

    a. Current
      Expenses. The Borrower shall reimburse, or pay directly, at the Closing up
      to
      $25,000 in the aggregate for fees in connection herewith.

     

    b. Expenses
      in Dispute. In the event of any dispute regarding the subject matter hereunder,
      the non-prevailing party in any dispute shall be required to fully reimburse
      the
      prevailing party in any dispute for all of its documented attorneys’ fees, costs
      and expenses incurred in connection with such dispute, the outcome of which
      shall have been determined by a court of competent jurisdiction.

     

    c. Expenses
      for Amendments. If the Lender shall employ counsel for advice or other
      representation or shall incur legal or other costs and expenses in connection
      with any amendment or modification of this Agreement or any of the other
      Documents proposed by the Company, then, and in any such event, the counsel
      fees
      arising from such services and all expenses, costs, charges and other fees
      of
      such counsel incurred in connection with or related to any of the events or
      actions described above shall be payable by the Company.

     

    10. Governing
      Law; Jury Trial.

     

    a. Governing
      Law. The validity and interpretation of this Agreement shall be governed by,
      and
      construed and enforced in accordance with, the laws of the State of New York.
      Each of the parties hereto and their assigns hereby consents to the exclusive
      jurisdiction and venue of the Courts of the State of New York, located in New
      York County and the United States District Court for the Southern District
      of
      New York with respect to any matter relating to this Agreement and performance
      of the parties’ obligations hereunder, the documents and instruments executed
      and delivered concurrently herewith or pursuant hereto and performance of the
      parties’ obligations thereunder and each of the parties hereto hereby consents
      to the personal jurisdiction of such courts and shall subject itself to such
      personal jurisdiction. Any action, suit or proceeding relating to such matters
      shall be commenced, pursued, defended and resolved only in such courts and
      any
      appropriate appellate court having jurisdiction to hear an appeal from any
      judgment entered in such courts. The parties irrevocably waive the defense
      of an
      inconvenient forum to the maintenance of such suit or proceeding. Service of
      process in any action, suit or proceeding relating to such matters may be made
      and served within or outside the State of New York by registered or certified
      mail to the parties and their representatives at their respective addresses
      specified herein, provided that a reasonable time, not less than thirty (30)
      days, is allowed for response. Service of process may also be made in such
      other
      manner as may be permissible under the applicable court rules.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    b. Waiver
      of
      Jury Trial. Each party hereto hereby agrees to waive its respective rights
      to a
      jury trial of any claim or cause of action based upon or arising out of this
      Agreement. The scope of this waiver is intended to be all encompassing of any
      disputes that may be filed in any court and that relate to the subject mater
      of
      this Agreement, including without limitation contract claims, tort claims,
      breach of duty claims and all other common law and statutory claims. Each party
      hereto acknowledges that this waiver is a material inducement for each party
      to
      enter into a business relationship, that each party has relied on this waiver
      in
      entering into this Agreement and that each party will continue to rely on this
      waiver in their related future dealings. Each party further warrants and
      represents that it has reviewed this waiver with its legal counsel, and that
      such party has knowingly and voluntarily waives its rights to a jury trial
      following such consultation. This waiver is irrevocable, meaning that,
      notwithstanding anything herein to the contrary, it may not be modified either
      orally or in writing, and this waiver shall apply to any subsequent amendments,
      renewals and supplements or modifications to this agreement. In the event of
      litigation, this Agreement may be filed as a written consent to a trial by
      the
      court. 

     

    11. Miscellaneous.

     

    a. Headings.
      The headings of this Agreement are for convenience of reference only and shall
      not form part of, or affect the interpretation of, this Agreement.

     

    b. Severability.
      In the event that any provision of this Agreement is invalid or unenforceable
      under any applicable statute or rule of law, then such provision shall be deemed
      inoperative to the extent that it may conflict therewith and shall be deemed
      modified to conform to such statute or rule of law. Any provision hereof which
      may prove invalid or unenforceable under any law shall not affect the validity
      or enforceability of any other provision hereof.

     

    c. Entire
      Agreement; Amendments. This Agreement and the instruments referenced herein
      contain the entire understanding of the parties with respect to the matters
      covered herein and therein. No provision of this Agreement may be waived or
      amended other than by an instrument in writing signed by the party to be charged
      with enforcement.

     

    d. Notices.
      Any notices required or permitted to be given under the terms of this Agreement
      shall be sent by certified or registered mail (return receipt requested) or
      delivered personally or by courier (including a recognized overnight delivery
      service) or by facsimile and shall be effective five days after being placed
      in
      the mail, if mailed by regular United States mail, or upon receipt, if delivered
      personally or by courier (including a recognized overnight delivery service)
      or
      by facsimile, in each case addressed to a party. The addresses for such
      communications shall be:

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    If
      to the Company

     

    Sogua
      (BVI) Limited

    Room
      1410, Kaiyuan Building

    No.
      7001
      Beihuan Rd., Futian District

    Shenzhen,
      People’s Republic of China

    


    Telephone:
      +(86) 755 8354 6556

    Facsimile:
      +(86) 755 8354 6660

     

     

    If
      to the Lender:

     

    Private
      Capital Group (BVI) Limited

    1500
      Broadway. Suite 2003

    New
      York,
      NY 10036

    


    Telephone:
      (212) 755-1222

    Facsimile:
      (212) 609-2687

     

    Each
      party shall provide notice to all of the other parties of any change in
      address.

     

    e. Successors
      and Assigns. This Agreement shall be binding upon and inure to the benefit
      of
      the parties and their successors and assigns. The Company nor the Lender shall
      not assign this Agreement or any rights or obligations hereunder without the
      prior written consent of the Lender. Notwithstanding the foregoing, the Lender
      may assign its rights hereunder to any Person that purchases any of the Notes
      in
      a private transaction from the Lender or to any of its Affiliates without the
      consent of the Company.

     

    f. Third
      Party Beneficiaries. This Agreement is intended for the benefit of the parties
      hereto and their respective permitted successors and assigns, and is not for
      the
      benefit of, nor may any provision hereof be enforced by, any other
      Person.

     

    g. Further
      Assurances. Each party shall do and perform, or cause to be done and performed,
      all such further acts and things, and shall execute and deliver all such other
      agreements, certificates, instruments and documents, as the other party may
      reasonably request in order to carry out the intent and accomplish the purposes
      of this Agreement and the consummation of the transactions contemplated
      hereby.

     

    h. No
      Strict
      Construction. The language used in this Agreement will be deemed to be the
      language chosen by the parties to express their mutual intent, and no rules
      of
      strict construction will be applied against any party.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    i. Remedies.
      The Company acknowledges that a breach by it of its obligations hereunder will
      cause irreparable harm to the Lender by vitiating the intent and purpose of
      the
      transaction contemplated hereby. Accordingly, the Company acknowledges that
      the
      remedy at law for a breach of its obligations under this Agreement may be
      inadequate and agrees, in the event of a breach or threatened breach by the
      Company of the provisions of this Agreement, that the Lender shall be entitled,
      in addition to all other available remedies at law or in equity, to an
      injunction or injunctions restraining, preventing or curing any breach of this
      Agreement and to enforce specifically the terms and provisions hereof, without
      the necessity of showing economic loss and without any bond or other security
      being required.

     

    j. Nonliability
      of the Lender. The relationship between the Company and the Lender is, and
      shall
      at all times remain, solely that of the Company with a purchaser of its debt
      obligations. The Lender neither undertakes nor assumes any responsibility or
      duty to the Company to review, inspect, supervise, pass judgment upon, or inform
      the Company of any matter in connection with any phase of the Company’s
      business, operations, or condition, financial or otherwise. The Company shall
      rely entirely upon its own judgment with respect to such matters, and any
      review, inspection, supervision, exercise of judgment, or information supplied
      to the Company by the Lender, or any representative or agent of the Lender,
      in
      connection with any such matter is for the protection of the Lender, and neither
      the Company nor any third party is entitled to rely thereon.

     

    k. Waiver
      of
      Stay, Extension or Usury Laws. The Company covenants (to the extent that it
      may
      lawfully do so) that it shall not at any time insist upon, or plead, or in
      any
      manner whatsoever claim, and shall resist any and all efforts to be compelled
      to
      take the benefit or advantage of, any stay or extension law or any usury law
      or
      other law which would prohibit or forgive the Company from paying all or any
      portion of the principal of or interest on the Notes as contemplated herein
      and
      therein, wherever enacted, now or at any time hereafter in force, or which
      may
      effect the covenants or the performance of this Agreement; and (to the extent
      that it may lawfully do so) the Company hereby expressly waives all benefit
      or
      advantage of any such law and covenants that it shall not hinder, delay or
      impede the execution of power herein granted to the holders of the Notes, but
      shall suffer and permit the execution of every such power as though no such
      law
      had been enacted. All agreements between the Company and holders of the Notes,
      whether now existing or hereafter arising and whether written or oral, are
      hereby limited so that in no contingency, whether by reason or demand or
      acceleration of the final maturity date of the Notes or prepayment or otherwise,
      shall the interest contracted for (or any original issue discount that would
      be
      determined to be interest), charged, received, paid or agreed to be paid to
      holders exceed the maximum amount permissible under the laws of the State of
      New
      York (hereinafter the “Applicable Law”). If, from any circumstances whatsoever,
      interest (or any original issue discount that would be determined to be
      interest) would otherwise be payable to any holder of the Notes in excess of
      the
      maximum amount permissible under Applicable Law, the interest payable to such
      holder shall be reduced to the maximum amount permissible under Applicable
      Law,
      and if from any circumstances such holder shall ever receive anything deemed
      interest by the Applicable Law in excess of the maximum amount permissible
      under
      the Applicable Law, an amount equal to the excessive interest shall be applied
      to the reduction of the principal hereof and not to the payment of interest,
      or
      if such excessive amount of interest exceeds the unpaid principal balance of
      principal hereof, such excess shall be refunded to the Company as applicable.
      All interest paid or agreed to be paid to the holders of the Notes shall, to
      the
      extent permitted by Applicable Law, be amortized, prorated, allocated and spread
      throughout full period (including any renewal or extension) until payment in
      full of the principal so that the interest hereon for such full period shall
      not
      exceed the maximum amount permissible under the Applicable Law.

     

    
      
        
           

        

        
          10

          
            

          

        

        
           

        

      

    

     

    l. No
      Brokers. No fees or commissions will be payable by the Company to any broker,
      financial advisor, finder, investment banker, bank or employee with respect
      to
      the sale of the Notes to the Lender pursuant to this Agreement. The Lender
      shall
      have no obligation with respect to any such fees or with respect to any claims
      made by or on behalf of any Persons for such fees payable by the Company of
      a
      type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement.

     

    m. Counterparts;
      Signatures by Facsimile. This Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original but all of which shall
      constitute one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party.
      This Agreement, once executed by a party, may be delivered to the other party
      hereto by facsimile transmission or by pdf file or similar electronic mail
      of a
      copy of this Agreement bearing the signature of the party so delivering this
      Agreement.

     

    IN
      WITNESS WHEREOF,
      the
      undersigned, the Company and the Lender, have caused this Agreement to be duly
      executed as of the date first above written.

     

    


     

    COMPANY:

     

    SOGUA
      (BVI) LIMITIED

    


    


    By:
      ______________________________________

    Ben
      Li,
Chief
      Executive Officer

    


     

    


    LENDER:

     

    PRIVATE
      CAPITAL GROUP (BVI) LIMITED

    


    


    By:
      ______________________________________

    Michael
      Wainstein, President

    



    
      
         

      

      
        11